Publication of a Prospectus

Royal Bank of Canada

02 April 2024

 

Regulatory Announcement

Royal Bank of Canada

April 2, 2024

Publication of Prospectus

Not for release, publication or distribution, directly or indirectly, in or into the United States.

The following prospectus has been approved by the Financial Conduct Authority and, along with the documents incorporated by reference therein, is available for viewing:

5^th Supplementary Prospectus dated April 2, 2024 relating to the Programme for the €75,000,000,000 Global Covered Bond Programme of Royal Bank of Canada, unconditionally and irrevocably guaranteed as to payments by RBC Covered Bond Guarantor Limited Partnership.

The 5^th Supplementary Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Prospectus dated July 27, 2023, as supplemented by the 1^st Supplementary Prospectus dated August 25, 2023, the 2^nd Supplementary Prospectus dated December 18, 2023, the 3^rd Supplementary Prospectus dated January 3, 2024, the 4^th Supplementary Prospectus dated February 29, 2024 and the 5^th Supplementary Prospectus dated April 2, 2024 (together, the "Prospectus"), may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the prospectus is not addressed.  Prior to relying on the information contained in the Prospectus you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.

The Covered Bonds and the related Covered Bond Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States and are subject to United States tax law requirements, and may not be offered, sold or delivered, directly or indirectly, within the United States or to or for the account or benefit of a "U.S. person" except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Covered Bonds will be offered only (i) in offshore transactions to non-U.S. persons in reliance upon Regulation S under the Securities Act and (ii) to qualified institutional buyers in reliance upon Rule 144A under the Securities Act.  This announcement does not constitute an offer to sell or a solicitation to buy securities in the United States or in any other jurisdiction where such offer or solicitation would be unlawful.

Your right to access this service is conditional upon complying with the above requirement.

To view the full documents, please paste the following URLs into the address bar of your browser.

5th Supplementary Prospectus dated April 2, 2024

http://www.rns-pdf.londonstockexchange.com/rns/9844I_1-2024-4-2.pdf

For further information, please contact

Joe Cumming

Assistant General Counsel

Royal Bank of Canada

Telephone Number:  [phone]

Fax Number:  [phone]

Email:  [e-mail]

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